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Exhibit 10.23
McKESSON CORPORATION
STATEMENT OF TERMS AND CONDITIONS APPLICABLE TO
OPTIONS, RESTRICTED STOCK, RESTRICTED STOCK UNITS AND PERFORMANCE SHARES
GRANTED TO EMPLOYEES PURSUANT TO THE 2005 STOCK PLAN
(As Amended through April 25, 2006)
I. INTRODUCTION
The following terms and conditions shall apply to each Award granted under the Plan to an Employee eligible to participate in the Plan. This
Statement of Terms and Conditions is intended to meet the requirements of Code Section 409A and any rules promulgated thereunder and is
subject to the terms of the Plan and of any Award made pursuant to the Plan. In the event of any inconsistency between this Statement of Terms
and Conditions and the Plan, the Plan shall govern. Capitalized terms not otherwise defined in this Statement of Terms and Conditions shall
have the meaning set forth in the Plan.
II. OPTIONS
1. Option Notice and Agreement. An Option granted under the Plan shall be evidenced by an Option Agreement setting forth the terms and
conditions of the Option, including whether the Option is an Incentive Stock Option or a Nonstatutory Stock Option and the number Shares
subject to the Option. Each Option Agreement shall incorporate by reference and be subject to this Statement of Terms and Conditions and the
terms and conditions of the Plan.
2. Exercise Price. The per Share Exercise Price of an Option, as specified in the Option Agreement, shall be equal to or greater than the per
Share Fair Market Value of the Shares underlying the Option on the Grant Date.
3. Option Period. An Option shall be exercisable only during the applicable Option Period, and during such Option Period the exercisability
of the Option shall be subject to the vesting provisions of Section II.4 as modified by the rules set forth in Sections II.5 and V. The Option
Period shall be not more than seven years from the Grant Date.
4. Vesting of Right to Exercise Options.
(A) Except as provided in Section V, an Option shall be exercisable during the Option Period in accordance with the following vesting
schedule: (i) 25% of the Shares subject to the Option shall vest on the first anniversary of the Grant Date; (ii) an additional 25% of the Shares
shall vest on the second anniversary of the Grant Date; (iii) an additional 25% of the Shares shall vest on the third anniversary of the Grant
Date; and (iv) the remaining 25% of the Shares subject to the Option shall vest on the fourth anniversary of the Grant Date. Notwithstanding
the foregoing, the Administrator may specify a different vesting schedule at the time the Option is granted and as specified in the Option
Agreement.
(B) Any vested portion of an Option not exercised hereunder shall accumulate and be exercisable at any time on or before the
Termination Date, subject to the rules set forth in Section V. No Option may be exercised for less than 5% of the total number of Shares then
available for exercise under such Option. In no event shall the Corporation be required to issue fractional shares.
5. Limits on Option Period and Acceleration of Vesting. The Option Period may end before the Termination Date, and in the circumstances
described in Sections II.5(B), (D), (E) and (F), the vesting schedule of an Option may be accelerated, (subject to the provisions of Section V),
as follows: